EX-FILING FEES 13 tm2225852d1_ex-filingfees.htm EX-FILING FEES

 

Exhibit 107

 

Calculation of Filing Fee Table

 

Form S-3

(Form Type)

 

TMC the metal company Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table I: Newly Registered and Carry Forward Securities

 

  Security
Type
Security
Class Title
(1)
Fee
Calculation
or Carry
Forward
Rule
Amount
Registered (2)
Proposed
Maximum
Offering
Price Per
Unit (3)
Maximum
Aggregate
Offering Price
(2)(3)(4)
Fee Rate Amount of
Registration
Fee
Carry
Forward
Form
Type
Carry
Forward
File
Number
Carry
Forward
Initial
Effective
Date
Filing Fee
Previously Paid
In Connection
with Unsold
Securities to be
Carried
Forward
Newly Registered Securities
Fees to Be Paid Equity Common Shares, no par value 457(o) - - - - - - - - -
Fees to Be Paid Equity Preferred Shares, no par value 457(o) - - - - - - - - -
Fees to Be Paid Debt Debt Securities 457(o) - - - - - - - - -
Fees to Be Paid Equity Warrants 457(o) - - - - - - - - -
Fees to Be Paid Equity Units (5) 457(o) - - - - - - - - -
Fees to Be Paid Unallocated (Universal) Shelf - 457(o) $100,000,000 - $100,000,000 0.0000927 $9,270.00 - - - -
Fees to Be Paid Equity Common Shares, no par value 457(c) 38,266,180 (6) $1.00 (7) $38,266,180 0.0000927 $3,547.28 - - - -
Fees Previously Paid - - - - - - - - - - - -
Carry Forward Securities
Carry Forward Securities - - - - - - - - - - - -
  Total Offering Amount   $138,266,180   $12,817.28        
  Total Fees Previously Paid       - -      
  Total Fee Offsets       - -      
  Net Fee Due       $12,817.28        

 

(1) Securities registered hereunder may be sold separately or as units with other securities registered hereunder. 

(2) With respect to the Unallocated (Universal) Shelf, there are being registered hereunder such indeterminate number of common shares and preferred shares, such indeterminate principal amount of debt securities, such indeterminate number of warrants to purchase common shares, preferred shares or debt securities, and such indeterminate number of units, as shall have an aggregate initial offering price not to exceed $100,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $100,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The proposed maximum initial offering price per unit will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered hereunder. The securities registered also include such indeterminate number of common shares and preferred shares and amount of debt securities as may be issued upon conversion of or exchange for preferred shares or debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the anti-dilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the shares being registered hereunder include such indeterminate number of common shares and preferred shares as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. 

(3) With respect to the Unallocated (Universal) Shelf, the proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to Instruction 2.A.iii.b. to the Calculation of Filing Fee Tables and Related Disclosure on Item 16(b) of Form S-3 under the Securities Act. 

(4) With respect to the Unallocated (Universal) Shelf, estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. 

(5) Consisting of some or all of the securities listed above, in any combination, including common shares, preferred shares, warrants and debt securities. 

(6) Represents the number of common shares issued or issuable to the selling shareholders in private placement transactions or for advisory services rendered to the registrant. In addition, pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of common shares as may be issuable with respect to the common shares being registered hereunder as a result of share splits, dividends or similar transactions. 

(7) In accordance with Rule 457(c) under the Securities Act, the aggregate offering price of the common shares is estimated solely for the calculation of the registration fees due for this filing. This estimate was based on the average of the high and low sales price of our common shares reported on The Nasdaq Global Select Market on September 14, 2022.